The history of USA Interactive, Inc., formerly USA Networks, Inc., involves some of the media’s biggest names, including Barry Diller, John Malone, Lowell Paxson, Edgar Bronfman, Jr., and Jean-Marie Messier. Its properties have ranged from cable TV networks to movie studios to electronic commerce companies. USA Networks, Inc. was formed in 1998 when Barry Diller acquired the cable networks USA Network, Sci-Fi Channel, and other assets from Edgar Bronfman’s Seagram Co. and combined them with the Home Shopping Network and other assets. Ever the dealmaker, Diller entered into an agreement at the end of 2001 with Jean-Marie Messier of French media giant Vivendi S.A. to sell off USA’s cable networks and movie studios and transform what remained of USA Networks, Inc. into an electronic commerce company called USA Interactive, Inc.

Diller Building His Media Empire: 1995–98

Media mogul Barry Diller became the chairman and CEO of the newly formed USA Networks, Inc. in 1998. Prior to that Diller’s distinguished career included serving as chairman of the board of Paramount Pictures Corp. from 1974 to 1984. From October 1984 to April 1992 he was the chairman and CEO of Fox, Inc., where he created the Fox Television Stations group and established Fox Broadcasting as the United States’ fourth broadcast television network. From December 1992 to December 1994 Diller was the chairman and CEO of the cable shopping network QVC Inc. While at QVC Diller attempted to gain control of CBS, but the merger was blocked by Comcast Corp., which subsequently took control of QVC. In 1994 Diller attempted to gain control of Paramount Pictures but lost a $10 billion bidding war to Viacom.

In August 1995 Diller was named the chairman and CEO of Silver King Communications, Inc. Silver King was a subsidiary of the Home Shopping Network, which owned and operated 12 TV stations that carried primarily HSN programming. Eight of Silver King’s stations served the top 12 markets in the United States. Diller gained control of Silver King with the help of investors such as billionaire David Geffen and John Malone, the head of the nation’s then largest cable system, Tele-communications Inc., later known as TCI Inc.

Although Diller was interested in Silver King’s television stations and their potential to reach an audience of nearly 30 million viewers, he was perhaps more interested in gaining control of Silver King’s parent company, Home Shopping Network, Inc. (HSN). HSN had been founded in 1982 as the Home Shopping Club in St. Petersburg, Florida, by radio station owner Lowell “Bud” Paxson and attorney and real estate investor Roy Speer. In 1985 the Home Shopping Club went national as the Home Shopping Network, and in 1986 the company went public. Paxson resigned from HSN in 1990 and went on to establish the Pax TV network. From 1991 to 1995 HSN’s annual sales leveled off to about $1 billion per year.

At the end of November 1995 Diller agreed to acquire the 41 percent controlling interest in HSN that was held by Liberty Media, a subsidiary of TCI, for a stock swap valued at nearly $1.3 billion. Liberty’s stake in HSN represented 80 percent of HSN’s voting stock, and Diller became HSN’s chairman. At the same time he also acquired Savoy Pictures Entertainment Inc., a film and television production firm. After these acquisitions passed regulatory approval, Silver King, HSN (including the Internet Shopping Network), and Savoy Pictures merged in December 1996. Silver King Communications, Inc. was renamed HSN, Inc. Following the merger, Liberty Media owned about 20 percent of HSN and about 36 percent of Silver King’s stock.

In mid-1997 HSN, Inc. completed its acquisition of 50 percent of the Ticketmaster Group, Inc. from Microsoft cofounder Paul Allen in a stock-for-stock deal valued around $210 million. The acquisition of the ticket sales and fulfillment company gave HSN additional capabilities in interactive electronic commerce.

Acquisition Resulting in Creation of USA Networks, Inc.: 1998

Diller’s next deal transformed HSN into USA Networks, Inc., a diversified company with interests in cable television, broadcasting, television programming and production, electronic retailing, ticketing, and full-service fulfillment. In October 1997 it was announced that HSN would acquire the majority of the television assets of Universal Studios, a subsidiary of the Seagram Co. Those assets included the cable networks USA Network and the Sci-Fi Channel as well as Universal Television’s U.S. production and distribution operations. In exchange, HSN would give Universal 45 percent of its outstanding common equity, valued at $4.07 billion, plus $1.2 billion in cash. The new company would be renamed USA Networks, Inc.

One immediate benefit was an increased distribution of HSN to more cable homes. At the time the Home Shopping Network reached 45 million cable households, while USA Network was in 73.3 million households. By packaging USA Network, Sci-Fi, and Home Shopping Network together, HSN would reach a wider customer base.

Other aspects of the Universal deal, which closed in February 1998, included an exclusive 15-year license for the domestic distribution of Universal’s large TV library. In addition, Universal and USA Networks, Inc. would be equal partners in international offshoots of the USA Network and Sci-Fi Channel as well as any other Universal-branded international channels. When the deal closed in February 1998, USA Networks had a market capitalization of approximately $8 billion. Liberty Media owned about 15 percent of the company, with an option to increase its ownership to 25 percent. In March 1998 Liberty Media paid $300 million to increase its stake in USA Networks to 20 percent.

USA Network: 1977–97

The USA Network that Barry Diller acquired from Seagram Co. was founded in 1977 as the Madison Square Garden Network (MSGN). UA/Columbia Cablevision’s CEO Bob Rosencrans wanted to distribute cable broadcasts of Madison Square Garden sporting events to cable operators nationwide. He asked Kay Koplovitz, who had developed new franchises at UA/Columbia since 1973, to head the new network. In 1978 and 1979 Koplovitz persuaded the major franchises in Major League Baseball, the National Basketball Association, and the National Hockey League to sign up with MSGN for cable broadcasts, and MSGN soon had several million viewers. Koplovitz also added children’s programming and changed the cable network’s name to USA. When USA was sold to a joint venture of Time Inc., MCA, and Paramount in 1979, Koplovitz remained as CEO.

For nearly two decades Koplovitz expanded the programming at USA Network to include original movies, first-run theatricals, off-network series, and an original block of Sunday night dramatic series such as the hit La Femme Nikita. During much of the 1990s USA Networks and Turner Broadcasting’s TNT competed as cable’s highest rated ad-supported network. In 1992 USA Networks acquired the Sci-Fi Channel.

Key Dates:

1977:

Madison Square Garden Network (MSGN) is founded.

1979:

Cable network MSGN, now renamed USA, is sold to a joint venture of Time, MCA, and Paramount.

1982:

Home Shopping Club is founded in St. Petersburg, Florida, by Lowell Paxson and Roy Speer.

1985:

Home Shopping Club goes national as the Home Shopping Network (HSN).

1986:

HSN becomes a public company, and Silver King Broadcasting is formed as a subsidiary.

1992:

Silver King Communications, Inc. is spun off to HSN shareholders.

1995:

Barry Diller, former head of Paramount Studios, Fox Broadcasting, and QVC Inc., is named chairman and CEO of Silver King.

1996:

Diller acquires Silver King, which then acquires HSN for $1.2 billion; the company is renamed HSN, Inc.

Acquisitions include Precision Response Corporation and North American Television.

2001:

USA Networks completes the sale of its television station group to Univision and announces the contribution of its entertainment group to a joint venture with Vivendi Universal.

2002:

USA Networks is renamed USA Interactive, Inc. upon completion of its deal with Vivendi Universal; acquisition of controlling interest in Expedia, Inc. is approved.

Koplovitz and several other executives resigned from USA Network shortly after it was acquired by Diller from Seagram Co. In April 1998 Diller created the position of co-president and hired Stephen Chao to head programming and USA Network veteran Stephen Brenner to handle operations and related matters. Chao had worked with Diller at Fox and was instrumental in developing popular Fox shows such as Cops, America’s Most Wanted, and Studs.

Once the new USA Networks was formed, the company announced that it would acquire the remaining interest in Ticketmaster. Later in the year Ticketmaster Online merged with CitySearch. In December 1998 Ticketmaster Online-CitySearch, Inc.’s initial public offering raised $92 million, with USA Networks retaining a 69.5 percent ownership of the company. In other deals USA Networks paid $150 million to MGM for programming to air on the Sci-Fi Channel, including the 1960s series The Outer Limits.

Not all of Diller’s proposed acquisitions were successful. In mid-1998 it was revealed that talks had taken place between Diller and Jack Welch at General Electric Co. about a proposed merger with General Electric subsidiary NBC. The merger was effectively opposed, however, by Edgar Bronfman, Jr., chairman of Universal Studios, which held some 45 percent of USA Networks. Bronfman had veto power over any proposed merger exceeding $2 billion.

Another proposed merger that failed to materialize involved USA Networks, Ticketmaster Online-CitySearch, and Internetsearch engine company Lycos, Inc. In February 1999 it was announced that Diller planned to acquire Lycos to create USA/ Lycos Interactive Networks Inc. in a deal valued at $22 billion. The takeover was opposed, however, by CMGI Inc., Lycos’s largest shareholder. With Lycos’s shares losing nearly one-third of their value when the proposed takeover was announced, the deal was declared officially dead in May 1999.

In May 1999 USA Networks acquired most of the assets of PolyGram Filmed Entertainment from Seagram Co., which had acquired PolyGram Holdings for $10.4 billion in December 1998. The assets acquired by USA Networks included the video division and specialty film distributor Gramercy Pictures as well as Seagram’s October Films. The new combined entity was named USA Films, with PolyGram Video changing its name to USA Home Entertainment.

Two acquisitions in 1999 strengthened USA Networks’ electronic commerce capabilities. In May the company acquired the Hotel Reservations Network, which booked discount hotel reservations over the Internet and by telephone. In September USA Networks’ subsidiary Ticketmaster Online-City Search (TMCS) acquired the Sidewalk city guides from Microsoft in exchange for a 9 percent interest in TMCS.

Before the end of 1999 USA Networks formed a new subsidiary, USA Electronic Commerce Solutions, which would integrate business-to-business telemarketing and services, product fulfillment, database marketing, and customer service. The new unit offered turnkey e-commerce services drawing on the resources of Home Shopping Network, Ticketmaster, and TMCS.

Two acquisitions in early 2000 added to the resources of the Home Shopping Network. One involved Ingenious Designs Inc. (IDI), a manufacturer of direct response products such as the Miracle Mop, which had about 200 employees and $190 million in annual sales. IDF’s products would be sold over HSN, with IDI head Joy Mangano to appear on the shopping channel.

The acquisition of Precision Response Corporation for $608 million in stock added to HSN’s call-handling capabilities. Precision Response was merged with HSN and Ticketmaster to create a network of 10,000 workstations that could handle more than 160 million calls a year in 40 worldwide call centers.

USA Networks operated two e-commerce web sites, Firstauction.com and Firstjewelry.com, through its interactive business unit, USA Networks Interactive. In January 2000 the company announced that it would acquire e-commerce solutions provider Styleclick.com, Inc., which operated the web sites Fashiontrip.com and Styleclick.com and had its own e-commerce technology platform. The acquisition was completed in July 2000 when Styleclick.com merged with USA’s Internet Shopping Network in a deal valued at $500 million.

Throughout 2000 Diller continued to shop for new cable networks. In May 2000 he acquired two niche cable networks from Canada-based North American Television Inc. for $100 million. They were Toronto-based Newsworld International, a 24-hour news channel, and Trio, an arts and entertainment channel. Although the two channels had satellite distribution over DirecTV, they had little cable distribution when acquired by Diller.

In mid-2000 USA Networks reorganized into three business units: USA Entertainment, USA Electronic Retailing, and USA Information and Services. USA Entertainment included the cable channels USA Network, the Sci-Fi Channel, Trio, and Newsworld International, as well as Studios USA, USA Films, USA Broadcasting, and Scifi.com. Stephen Chao, who was president of the recently formed USA Cable unit, became president of USA Entertainment. USA Electronic Retailing included the Home Shopping Network, HSN International, and HSN Interactive. Falling within the USA Information and Services unit were Ticketmaster, City Search, Match.com Inc., Hotel Reservations Network, Precision Response Corp., USA eSolutions, and Styleclick.com, Inc.

The reorganization at USA Networks came as Seagram Co. formally announced an agreement to merge with French media conglomerate Vivendi S.A. to form a new company, Vivendi Universal. Vivendi was the parent company of French pay-television company Canal Plus and was expected to support USA Networks’ growth. Vivendi acquired Seagram for an estimated $34 billion in stock.

Before the end of 2000 USA Networks sold its group of 13 television stations to Spanish-language television network, Univision Communications, Inc., for $1.1 billion in cash. Univision planned to convert the stations, most of which were Home Shopping Network affiliates, to Spanish-language programming.

USA Networks reported mixed results for 2000. Its revenue increased to $4.6 billion from $3.36 billion in 1999 on a comparable basis. Although the firm’s cash flow increased, its net loss widened from $27.6 million in 1999 to $148 million in 2000, with 1999’s results restated to reflect recent acquisitions.

In a move to acquire more cable channels, Diller offered Rainbow Media and its parent company Cablevision Systems Corporation $4.2 billion to acquire Rainbow Media and its cable channels American Movie Classics, its WE spinoff for women (formerly Romance Classics), arts channel Bravo, and the Independent Film Channel. With companies such as Viacom and MGM also interested in acquiring Rainbow, Cablevision Systems decided to hold an auction for its networks. That caused Diller to lose interest and withdraw his offer for Rainbow Media.

In January 2001 Ticketmaster merged with TMCS, which changed its name to Ticketmaster. It was apparent that companies with both online and offline properties were doing better than pure-play dot-coms. USA Networks also formed new e-commerce partnerships with the PGA Tour, NASCAR.com, and Sportsline.com, while obtaining the domain name and other URLs from defunct sports e-tailer MVP.com. In March USA Networks acquired the web site Crime.com and announced plans to launch a digital network based on the web site in 2002.

In July 2001 USA Networks agreed to pay $1.5 billion for a controlling interest in Microsoft’s online travel service, Expedia.com, which had been spun off as a separate company, Expedia, Inc., in 1999. USA Networks also wanted to acquire the National Leisure Group (NLG), which was known primarily as the largest seller of vacations and cruises through infomercials. The events of September 11 and their aftermath negatively affected the financial condition of NLG, however, and USA Networks backed away from acquiring the company. Instead, USA Networks agreed to invest $20 million in NLG for a minority interest and agreed to make NLG a preferred provider of cruises and tours on the new cable TV travel channel that it planned to launch.

The acquisition of Expedia was delayed while USA Networks and Vivendi Universal negotiated the sale of USA’s entertainment assets. The launches of USA’s planned crime and travel networks also were put on hold. It was around this time in November 2001 that Stephen Chao resigned from the company. USA Networks finally completed its purchase of Expedia in February 2002, acquiring 67 percent of the company’s stock.

Meanwhile, Vivendi Universal’s chairman Jean-Marie Messier was eager to change the relationship between Vivendi and USA Networks. Although Vivendi held a 40 percent interest in USA Networks, it was unable to consolidate USA’s financial results into its own. As a result, USA’s financial performance was not a factor in determining Vivendi’s stock price and market value.

In December 2001 it was revealed that Messier and Diller were in discussions regarding the possible acquisition of USA Networks’ entertainment assets. Under the terms of the agreement between Vivendi and USA Networks, Vivendi would pay $10.3 billion in cash and stock to USA Networks for its entertainment group, including cable channels USA Network, the Sci-Fi Channel, Trio, and other assets including its Studios USA movie studio. These assets would be contributed to a new joint venture to be called Vivendi Universal Entertainment, with Diller as its CEO. Vivendi would contribute the business of its Universal Studios Group and own 94.6 percent of the joint venture. Thus Vivendi Universal Entertainment would combine content provided by Universal Studios and Studios USA with the distribution afforded by USA Networks’ cable channels. In the same month Vivendi further extended its distribution with a $1.5 billion investment in satellite TV provider EchoStar Communications Corp., which was in the process of acquiring DirecTV.

In addition, USA Networks was renamed USA Interactive, Inc., again with Diller in charge. USA Interactive’s assets included all of the company’s Internet assets, including Ticket-master.com, Match.com, CitySearch.com, Hotel Reservations Network, Home Shopping Network and HSN.com, Precision Response Corp., USA’s Electronic Commerce Solutions, Styleclick.com, Inc., and others. Once the proposed transactions passed regulatory approval, Expedia.com would also become part of USA Interactive.

While the deal between Vivendi and USA Networks was still being finalized, Diller announced a sweeping three-year plan for USA Interactive in February 2002. He told investment analysts that USA Interactive would become the number one interactive-commerce company by capturing 20 percent of the total market, primarily through acquisitions. As always, investors would be watching for reports of Diller’s latest deal.

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